AmeriResource Finds New Life in Anticipated Merger
By Peter Lim
Published by OTCNN.com
11/14/2000 08:50 AM CST
AmeriResource Technologies, Inc. (OTCBB: ARET) has been a regular on the OTCBB’s top
ten list of most actively traded stocks despite being a shell company, with somewhat of a
checkered past, devoid of and in search of an operating business.
Formerly a provider of engineering and construction services, the ARET placed its Tomahawk
Construction Company into Chapter 11 Bankruptcy in 1994. Tomahawk emerged from
bankruptcy the following year but was unable to obtain the necessary bonding capacity to obtain
construction contracts. ARET closed or sold all its engineering subsidiaries in 1996 due to
continued losses. With no new contracts in 1999, ARET began searching for a construction
company to acquire or merge with Tomahawk.
ARET now appears to have finally itself a business venture that sets the company on a new
course. The Las Vegas-based company last week announced an elaborate plan to merge with
Phoenix Leisure Holdings, LLC (PLH), to form a new company to be named AmeriLeisure
& Entertainment Holdings, Inc. The new company will then operate the Torrequebrada Resort
& Casino located in Malaga, Spain.
Citing company policy, an ARET representative declined to be interviewed by OTCNN.
Phoenix Leisure is a privately held company majority owned by New York-based Phoenix
Partners LP. A merchant banking firm with representation in London and Paris, Phoenix
Partners specializes in acquiring control of small and middle market companies operating within
the broadcast, leisure and entertainment industries. Phoenix Partners has executed an agreement
to acquire the Torrequebrada resort for $75 million. Should the deal unfold as planned, ARET, as
part of a new company, might even be abandoning the OTCBB for greener pastures; Phoenix
Partners has initiated the preliminary process for the eventual listing of AmeriLeisure on the
American Stock Exchange (AMEX).
“Though the negotiations were long and arduous, the joint venture with and subsequent merger
with PLH should provide ARET with the unusual opportunity to penetrate the first-tier buyout
arena and enlist additional market makers as well as endeavor to attain a following among
institutional investors and financial analysts,” ARET chairman and CEO, Delmar A. Janovec
said in a news release.
In an effort to significantly enhance the probability of a successful outcome, Phoenix Partners has
succeeded in assembling a group of co-investors and strategic partners including Starwood
Hotels & Resorts (NYSE: HOT), Banco Santander, the Bank of Nova Scotia and an
undisclosed entertainment company whose gaming subsidiary will be responsible for the branding
and management of the casino. Upon consummation of the acquisition, Phoenix and Starwood
intend to hold an equity interest of not less than 70 percent and 20 percent respectively. The
balance will be in the hands of the participating banks.
The Torrequebrada resort is a five star complex located on the Costa de Sol, an area commonly
referred to as the Spanish Riviera. It boasts 350 rooms, several restaurants and lounges, indoor
and outdoor pools, a private beach, golf and a health spa facility. It has one of the largest casinos
in Spain and the largest business conference center outside of Madrid. It also houses a cabaret
theater. According to ARET, the replacement value of the hotel complex has been assessed at
well over $100 million dollars US.
ARET reports 664.8 million shares outstanding, 591.7 million of which are in float. The
company’s stock closed at $0.026 yesterday, down 5.36 percent after trading 4,069,300 shares.
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